8-K
OIL STATES INTERNATIONAL, INC (OIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2025
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-16337 | 76-0476605 |
|---|---|---|
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002
Registrant’s telephone number, including area code: (713) 652-0582
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | OIS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 31, 2025, Oil States International, Inc. (the “Company”) published a press release providing information regarding its results of operation and financial condition for the quarter ended June 30, 2025. The information provided in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release dated July 31, 2025 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OIL STATES INTERNATIONAL, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | July 31, 2025 | By: | /s/ LLOYD A. HAJDIK |
| Lloyd A. Hajdik | |||
| Executive Vice President, Chief Financial Officer & Treasurer |
Document
EXHIBIT 99.1
Oil States Announces Second Quarter 2025 Results
•Net income of $3 million, or $0.05 per share, reported for the quarter
•Adjusted net income totaled $5 million, or $0.09 per share, excluding restructuring charges and credits (a non-GAAP measure(1))
•Consolidated revenues of $165 million rose 3% sequentially, driven by strength in the Offshore Manufactured Products segment
•Adjusted EBITDA (a non-GAAP measure(1)) of $21 million increased 13% sequentially
•Generated cash flows from operations of $15 million
•Purchased $15 million principal amount of our convertible senior notes and $7 million of our common stock
•Offshore Manufactured Products segment's backlog increased sequentially to $363 million as of June 30, with a quarterly book-to-bill ratio of 1.1x
•Recipient of the Hart Energy 2025 Meritorious Engineering Award for our Low Impact Workover Package™
HOUSTON, July 31, 2025 – Oil States International, Inc. (NYSE: OIS):
| Three Months Ended | % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, In Thousands, Except Per Share Amounts) | June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | Sequential | Year-over-Year | |||||
| Consolidated results: | ||||||||||
| Revenues | $ | 165,406 | $ | 159,938 | $ | 186,383 | 3 | % | (11) | % |
| Operating income(2) | 5,277 | 5,639 | 2,045 | (6) | % | 158 | % | |||
| Net income | 2,811 | 3,158 | 1,301 | (11) | % | 116 | % | |||
| Adjusted net income, excluding charges and credits(1) | 5,401 | 3,892 | 4,391 | 39 | % | 23 | % | |||
| Adjusted EBITDA(1) | 21,089 | 18,732 | 21,306 | 13 | % | (1) | % | |||
| Revenues by segment: | ||||||||||
| Offshore Manufactured Products | $ | 106,586 | $ | 92,596 | $ | 101,556 | 15 | % | 5 | % |
| Completion and Production Services | 29,424 | 34,519 | 46,421 | (15) | % | (37) | % | |||
| Downhole Technologies | 29,396 | 32,823 | 38,406 | (10) | % | (23) | % | |||
| Revenues by destination: | ||||||||||
| Offshore and international | $ | 119,114 | $ | 106,237 | $ | 118,625 | 12 | % | — | % |
| U.S. land | 46,292 | 53,701 | 67,758 | (14) | % | (32) | % | |||
| Operating income (loss) by segment(2): | ||||||||||
| Offshore Manufactured Products | $ | 16,989 | $ | 14,276 | $ | 14,357 | 19 | % | 18 | % |
| Completion and Production Services | 1,877 | 3,503 | (535) | (46) | % | n.m. | ||||
| Downhole Technologies | (3,992) | (2,124) | (1,141) | (88) | % | (250) | % | |||
| Corporate | (9,597) | (10,016) | (10,636) | 4 | % | 10 | % | |||
| Adjusted Segment EBITDA(1): | ||||||||||
| Offshore Manufactured Products | $ | 21,105 | $ | 17,926 | $ | 20,131 | 18 | % | 5 | % |
| Completion and Production Services | 8,254 | 8,801 | 8,548 | (6) | % | (3) | % | |||
| Downhole Technologies | 1,220 | 1,905 | 3,114 | (36) | % | (61) | % | |||
| Corporate | (9,490) | (9,900) | (10,487) | 4 | % | 10 | % |
___________________
(1)These are non-GAAP measures. See “Reconciliations of GAAP to Non-GAAP Financial Information” tables below for reconciliations to their most comparable GAAP measures as well as further clarification and explanation.
(2)Operating income (loss) included charges totaling: $3.7 million for the three months ended June 30, 2025; $0.9 million for the three months ended March 31, 2025; and $4.4 million for the three months ended June 30, 2024. See “Segment Data” below for additional information.
Oil States International, Inc. reported net income of $2.8 million, or $0.05 per share, and Adjusted EBITDA of $21.1 million for the second quarter of 2025 on revenues of $165.4 million. Reported second quarter 2025 net income included charges and credits of $3.3 million ($2.6 million after-tax or $0.04 per share) associated primarily with the exit of U.S. land-based facilities, personnel reductions and gains on the extinguishment of convertible senior notes. These results compare to revenues of $159.9 million, net income of $3.2 million, or $0.05 per share, and Adjusted EBITDA of $18.7 million reported in the first quarter of 2025, which included charges of $0.9 million ($0.7 million after-tax or $0.01 per share) associated with the exit of U.S. land-based facilities closed in 2024.
Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:
“Our consolidated results in the second quarter were driven by continued strength of international and offshore activity supported by backlog growth over recent quarters. Revenues from our Offshore Manufactured Products segment increased 15% sequentially, totaling $107 million, while Adjusted Segment EBITDA totaled $21 million, up 18%. Bookings totaled $112 million in the period, yielding backlog of $363 million and a quarterly book-to-bill ratio of 1.1x.
“Operating results reported by our Completion and Production Services and Downhole Technologies segments were challenged during the quarter due to the industry-wide reduction in U.S. land completion-related activity. On a combined basis, the revenues and Adjusted EBITDA of these two segments declined 13% and 12%, respectively, from the first quarter of 2025.
“Our U.S. land-focused restructuring efforts continued during the most recent quarter. These ongoing efforts coupled with lower industry activity resulted in our U.S. land-driven revenue mix declining from 36% of total revenues in the second quarter of 2024 to 28% of total revenues in the current quarter.
“Our investments in technology and innovation were again recognized by a 2025 Meritorious Engineering award from Hart Energy for our Low Impact Workover Package, which incorporates our field-proven technologies to enhance plug and abandonment operations and safeguard aging wells.
“Cash flow generated in the quarter was used to fund capital expenditures, reduce debt and repurchase stock. Our capital expenditures in the first half of 2025 were elevated by strategic investments associated with the construction of our new manufacturing facility in Batam, Indonesia, which is nearing completion, and the manufacture of low-impact rental riser equipment built pursuant to international contract awards.”
Business Segment Results
(See Segment Data and Adjusted Segment EBITDA tables below)
Offshore Manufactured Products
Offshore Manufactured Products reported revenues of $106.6 million, operating income of $17.0 million and Adjusted Segment EBITDA of $21.1 million in the second quarter of 2025, compared to revenues of $92.6 million, operating income of $14.3 million and Adjusted Segment EBITDA of $17.9 million reported in the first quarter of 2025. Adjusted Segment EBITDA margin was 20% in the second quarter of 2025, compared to 19% in the first quarter of 2025.
Backlog totaled $363 million as of June 30, 2025, its highest level since September 2015. Second quarter bookings totaled $112 million and yielded a quarterly book-to-bill ratio of 1.1x and a year-to-date ratio of 1.2x.
Completion and Production Services
Completion and Production Services reported revenues of $29.4 million, operating income of $1.9 million and Adjusted Segment EBITDA of $8.3 million in the second quarter of 2025, compared to revenues of $34.5 million, operating income of $3.5 million and Adjusted Segment EBITDA of $8.8 million reported in the first quarter of 2025. Adjusted Segment EBITDA margin was 28% in the second quarter of 2025, compared to 25% in the first quarter of 2025.
In 2024, the segment began implementing actions in its U.S. land-based businesses to reduce future costs, which are continuing in 2025. These management actions included: the consolidation, relocation and exit of certain U.S. land-driven service locations; the exit of certain U.S. land-driven service offerings; and reductions in the Company’s workforce in the United States. During the second quarter of 2025, the segment recorded a non-cash lease impairment and other downsizing charges totaling $2.2 million.
Downhole Technologies
Downhole Technologies reported revenues of $29.4 million, an operating loss of $4.0 million and Adjusted Segment EBITDA of $1.2 million in the second quarter of 2025, compared to revenues of $32.8 million, an operating loss of $2.1 million and Adjusted Segment EBITDA of $1.9 million in the first quarter of 2025.
During the second quarter of 2025, the segment recorded a non-cash operating lease impairment and severance charges totaling $1.2 million.
Corporate
Corporate operating expenses in the second quarter of 2025 totaled $9.6 million.
Interest Expense, Net
Net interest expense totaled $1.7 million in the second quarter of 2025, which included $0.3 million of non-cash amortization of deferred debt issuance costs.
Cash Flows
During the second quarter of 2025, the Company generated $15.0 million of cash flows from operations and $8.1 million of free cash flows (a non-GAAP measure – see Note (E). The Company purchased $14.8 million principal amount of its 4.75% convertible senior notes (the “Convertible Notes”) at 97% of par and repurchased $6.7 million of its common stock (2.3% of its shares outstanding as of March 31, 2025).
Financial Condition
Cash on-hand totaled $53.9 million at June 30, 2025. No borrowings were outstanding under the Company’s asset-based revolving credit facility (the “ABL Facility”) at June 30, 2025. On July 28, 2025, the Company amended its ABL Facility to provide for additional borrowing availability, lower interest charges and plan for the retirement of its remaining Convertible Notes at maturity in April 2026 using, in part, availability under the ABL Facility.
Industry Award
Demonstrating Oil States’ constant commitment to advance the production of affordable and reliable energy, the Company was honored by Hart Energy in June 2025 as a recipient of the Meritorious Engineering Award in the category of Marine Construction and Decommissioning for its Low Impact Workover Package (“LIWP”). The LIWP uses field-proven technology to enhance plug and abandonment operations and safeguard aging wells. It integrates our lower riser package and emergency disconnect package technologies to create a tether-free, streamlined system that provides significant advantages compared to existing well intervention and decommissioning systems.
Conference Call Information
The call is scheduled for July 31, 2025 at 9:00 a.m. Central Daylight Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (888) 210-3346 in the United States or by dialing +1 (646) 960-0253 internationally and using the passcode 7534957. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.
About Oil States
Oil States International, Inc. is a global provider of manufactured products and services to customers in the energy, industrial and military sectors. The Company’s manufactured products include highly engineered capital equipment and consumable products. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange under the symbol “OIS”.
For more information on the Company, please visit Oil States International’s website at www.oilstatesintl.com.
Cautionary Language Concerning Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the impact of changes in tariffs and duties on imported materials and exported finished goods, the level of supply and demand for oil and natural gas, fluctuations in the current and future prices of oil and natural gas, the level of exploration, drilling and completion activity, general global economic conditions, the cyclical nature of the oil and natural gas industry, geopolitical conflicts and tensions, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries and other producing nations (“OPEC+”) with respect to crude oil production levels and pricing, supply chain disruptions, the impact of environmental matters, including executive actions and regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the subsequently filed Quarterly Report on Form 10-Q and Periodic Report on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | June 30,<br>2025 | June 30,<br>2024 | ||||||
| Revenues: | ||||||||||
| Products | $ | 107,342 | $ | 100,551 | $ | 108,579 | $ | 207,893 | $ | 202,908 |
| Services | 58,064 | 59,387 | 77,804 | 117,451 | 150,737 | |||||
| 165,406 | 159,938 | 186,383 | 325,344 | 353,645 | ||||||
| Costs and expenses: | ||||||||||
| Product costs | 83,936 | 80,329 | 82,503 | 164,265 | 157,640 | |||||
| Service costs | 41,404 | 42,348 | 59,530 | 83,752 | 116,344 | |||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | 125,340 | 122,677 | 142,033 | 248,017 | 273,984 | |||||
| Selling, general and administrative expense | 22,981 | 22,530 | 26,373 | 45,511 | 48,869 | |||||
| Depreciation and amortization expense | 11,898 | 12,025 | 14,698 | 23,923 | 28,893 | |||||
| Impairment of goodwill | — | — | — | — | 10,000 | |||||
| Impairments of operating lease assets | 1,358 | — | — | 1,358 | — | |||||
| Other operating (income) expense, net | (1,448) | (2,933) | 1,234 | (4,381) | 1,031 | |||||
| 160,129 | 154,299 | 184,338 | 314,428 | 362,777 | ||||||
| Operating income (loss) | 5,277 | 5,639 | 2,045 | 10,916 | (9,132) | |||||
| Interest expense, net | (1,692) | (1,578) | (2,061) | (3,270) | (4,162) | |||||
| Other income, net | 636 | 138 | 652 | 774 | 580 | |||||
| Income (loss) before income taxes | 4,221 | 4,199 | 636 | 8,420 | (12,714) | |||||
| Income tax benefit (provision) | (1,410) | (1,041) | 665 | (2,451) | 641 | |||||
| Net income (loss) | $ | 2,811 | $ | 3,158 | $ | 1,301 | $ | 5,969 | $ | (12,073) |
| Net income (loss) per share: | ||||||||||
| Basic | $ | 0.05 | $ | 0.05 | $ | 0.02 | $ | 0.10 | $ | (0.19) |
| Diluted | 0.05 | 0.05 | 0.02 | 0.10 | (0.19) | |||||
| Weighted average number of common shares outstanding: | ||||||||||
| Basic | 59,154 | 60,167 | 62,483 | 59,661 | 62,493 | |||||
| Diluted | 59,154 | 60,167 | 62,704 | 59,661 | 62,493 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 53,858 | $ | 65,363 |
| Accounts receivable, net | 196,706 | 194,336 | ||
| Inventories, net | 216,430 | 214,836 | ||
| Prepaid expenses and other current assets | 20,660 | 23,691 | ||
| Total current assets | 487,654 | 498,226 | ||
| Property, plant, and equipment, net | 273,674 | 266,871 | ||
| Operating lease assets, net | 17,799 | 19,537 | ||
| Goodwill, net | 70,751 | 69,709 | ||
| Other intangible assets, net | 118,714 | 125,862 | ||
| Other noncurrent assets | 25,153 | 24,903 | ||
| Total assets | $ | 993,745 | $ | 1,005,108 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 108,813 | $ | 633 |
| Accounts payable | 57,579 | 57,708 | ||
| Accrued liabilities | 35,351 | 36,861 | ||
| Current operating lease liabilities | 7,689 | 7,284 | ||
| Income taxes payable | 712 | 2,818 | ||
| Deferred revenue | 50,307 | 52,399 | ||
| Total current liabilities | 260,451 | 157,703 | ||
| Long-term debt | 1,916 | 124,654 | ||
| Long-term operating lease liabilities | 15,772 | 17,989 | ||
| Deferred income taxes | 6,534 | 5,350 | ||
| Other noncurrent liabilities | 18,434 | 18,758 | ||
| Total liabilities | 303,107 | 324,454 | ||
| Stockholders’ equity: | ||||
| Common stock | 806 | 786 | ||
| Additional paid-in capital | 1,141,788 | 1,137,949 | ||
| Retained earnings | 279,629 | 273,660 | ||
| Accumulated other comprehensive loss | (64,901) | (79,532) | ||
| Treasury stock | (666,684) | (652,209) | ||
| Total stockholders’ equity | 690,638 | 680,654 | ||
| Total liabilities and stockholders’ equity | $ | 993,745 | $ | 1,005,108 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities: | ||||
| Net income (loss) | $ | 5,969 | $ | (12,073) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
| Depreciation and amortization expense | 23,923 | 28,893 | ||
| Impairment of goodwill | — | 10,000 | ||
| Impairments of operating lease assets | 1,358 | — | ||
| Stock-based compensation expense | 3,859 | 4,056 | ||
| Amortization of deferred financing costs | 660 | 841 | ||
| Deferred income tax provision (benefit) | 669 | (2,299) | ||
| Gains on disposals of assets | (4,282) | (1,355) | ||
| Gains on extinguishment of 4.75% convertible senior notes | (381) | (515) | ||
| Other, net | (1,423) | (379) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 2,601 | (2,335) | ||
| Inventories | 1,348 | (16,436) | ||
| Accounts payable and accrued liabilities | (1,014) | (9,504) | ||
| Deferred revenue | (2,092) | (2,353) | ||
| Other operating assets and liabilities, net | (6,905) | 2,341 | ||
| Net cash flows provided by (used in) operating activities | 24,290 | (1,118) | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (19,480) | (15,881) | ||
| Proceeds from disposition of property and equipment | 4,217 | 2,472 | ||
| Proceeds from disposition of assets held for sale | 8,409 | 10,279 | ||
| Other, net | (62) | (68) | ||
| Net cash flows used in investing activities | (6,916) | (3,198) | ||
| Cash flows from financing activities: | ||||
| Revolving credit facility borrowings | 204 | 22,619 | ||
| Revolving credit facility repayments | (204) | (22,619) | ||
| Purchases of 4.75% convertible senior notes | (14,284) | (10,846) | ||
| Other debt and finance lease repayments | (344) | (318) | ||
| Payment of financing costs | (7) | (1,111) | ||
| Purchases of treasury stock | (12,043) | (2,374) | ||
| Shares added to treasury stock as a result of net share settlements <br>due to vesting of stock awards | (2,432) | (2,587) | ||
| Net cash flows used in financing activities | (29,110) | (17,236) | ||
| Effect of exchange rate changes on cash and cash equivalents | 231 | (371) | ||
| Net change in cash and cash equivalents | (11,505) | (21,923) | ||
| Cash and cash equivalents, beginning of period | 65,363 | 47,111 | ||
| Cash and cash equivalents, end of period | $ | 53,858 | $ | 25,188 |
| Cash paid for: | ||||
| Interest | $ | 3,628 | $ | 3,899 |
| Income taxes, net | 3,660 | 1,346 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
SEGMENT DATA
(In Thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | June 30,<br>2025 | June 30,<br>2024 | ||||||
| Revenues: | ||||||||||
| Offshore Manufactured Products | ||||||||||
| Project-driven: | ||||||||||
| Products | $ | 68,653 | $ | 59,124 | $ | 59,752 | $ | 127,777 | $ | 112,889 |
| Services | 27,907 | 24,424 | 31,024 | 52,331 | 56,257 | |||||
| 96,560 | 83,548 | 90,776 | 180,108 | 169,146 | ||||||
| Military and other products | 10,026 | 9,048 | 10,780 | 19,074 | 19,267 | |||||
| Total Offshore Manufactured Products | 106,586 | 92,596 | 101,556 | 199,182 | 188,413 | |||||
| Completion and Production Services | 29,424 | 34,519 | 46,421 | 63,943 | 93,713 | |||||
| Downhole Technologies | 29,396 | 32,823 | 38,406 | 62,219 | 71,519 | |||||
| Total revenues | $ | 165,406 | $ | 159,938 | $ | 186,383 | $ | 325,344 | $ | 353,645 |
| Operating income (loss): | ||||||||||
| Offshore Manufactured Products(1) | $ | 16,989 | $ | 14,276 | $ | 14,357 | $ | 31,265 | $ | 24,960 |
| Completion and Production Services(2) | 1,877 | 3,503 | (535) | 5,380 | (954) | |||||
| Downhole Technologies(3) | (3,992) | (2,124) | (1,141) | (6,116) | (13,220) | |||||
| Corporate | (9,597) | (10,016) | (10,636) | (19,613) | (19,918) | |||||
| Total operating income (loss) | $ | 5,277 | $ | 5,639 | $ | 2,045 | $ | 10,916 | $ | (9,132) |
________________
(1)Operating income for the three and six months ended June 30, 2025 included charges of $0.3 million associated with the consolidation and relocation of certain manufacturing and service facilities. Operating income for the three and six months ended June 30, 2024 included charges of $1.5 million and $3.0 million, respectively, primarily associated with the consolidation and relocation of certain manufacturing and service locations.
(2)Operating income (loss) for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, and six months ended June 30, 2025 and June 30, 2024, included $2.2 million, $0.9 million, $1.9 million, $3.1 million and $2.6 million, respectively, in costs associated with the consolidation and exit of certain underperforming service offerings and locations. Additionally, during the three and six months ended June 30, 2024, the segment incurred $1.0 million and $1.3 million, respectively, of costs associated with the defense of certain patents related to proprietary technologies.
(3)Operating loss for the three and six months ended June 30, 2025 included $1.2 million in costs associated primarily with the exit of a leased facility. Operating loss for the six months ended June 30, 2024 included a non-cash goodwill impairment charge of $10.0 million, recognized in connection with the first quarter 2024 realignment of segment components.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED EBITDA (A)
(In Thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | June 30,<br>2025 | June 30,<br>2024 | ||||||
| Net income (loss) | $ | 2,811 | $ | 3,158 | $ | 1,301 | $ | 5,969 | $ | (12,073) |
| Interest expense, net | 1,692 | 1,578 | 2,061 | 3,270 | 4,162 | |||||
| Income tax provision (benefit) | 1,410 | 1,041 | (665) | 2,451 | (641) | |||||
| Depreciation and amortization expense | 11,898 | 12,025 | 14,698 | 23,923 | 28,893 | |||||
| Impairment of goodwill | — | — | — | — | 10,000 | |||||
| Impairments of operating lease assets | 1,358 | — | — | 1,358 | — | |||||
| Facility consolidation/closure and other charges | 2,301 | 930 | 4,426 | 3,231 | 6,935 | |||||
| Gains on extinguishment of 4.75% convertible senior notes | (381) | — | (515) | (381) | (515) | |||||
| Adjusted EBITDA | $ | 21,089 | $ | 18,732 | $ | 21,306 | $ | 39,821 | $ | 36,761 |
________________
(A)The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of goodwill and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of Convertible Notes. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted EBITDA to net income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED SEGMENT EBITDA (B)
(In Thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | June 30,<br>2025 | June 30,<br>2024 | ||||||
| Offshore Manufactured Products: | ||||||||||
| Operating income | $ | 16,989 | $ | 14,276 | $ | 14,357 | $ | 31,265 | $ | 24,960 |
| Other income (expense), net | 140 | 42 | (20) | 182 | 21 | |||||
| Depreciation and amortization expense | 3,703 | 3,608 | 4,247 | 7,311 | 7,940 | |||||
| Facility consolidation/closure and other charges | 273 | — | 1,547 | 273 | 3,010 | |||||
| Adjusted Segment EBITDA | $ | 21,105 | $ | 17,926 | $ | 20,131 | $ | 39,031 | $ | 35,931 |
| Completion and Production Services: | ||||||||||
| Operating income (loss) | $ | 1,877 | $ | 3,503 | $ | (535) | $ | 5,380 | $ | (954) |
| Other income, net | 115 | 96 | 157 | 211 | 44 | |||||
| Depreciation and amortization expense | 4,083 | 4,272 | 6,047 | 8,355 | 12,126 | |||||
| Impairment of operating lease asset | 403 | — | — | 403 | — | |||||
| Facility consolidation/closure and other charges | 1,776 | 930 | 2,879 | 2,706 | 3,925 | |||||
| Adjusted Segment EBITDA | $ | 8,254 | $ | 8,801 | $ | 8,548 | $ | 17,055 | $ | 15,141 |
| Downhole Technologies: | ||||||||||
| Operating loss | $ | (3,992) | $ | (2,124) | $ | (1,141) | $ | (6,116) | $ | (13,220) |
| Depreciation and amortization expense | 4,005 | 4,029 | 4,255 | 8,034 | 8,525 | |||||
| Impairment of goodwill | — | — | — | — | 10,000 | |||||
| Impairment of operating lease asset | 955 | — | — | 955 | — | |||||
| Facility consolidation/closure and other charges | 252 | — | — | 252 | — | |||||
| Adjusted Segment EBITDA | $ | 1,220 | $ | 1,905 | $ | 3,114 | $ | 3,125 | $ | 5,305 |
| Corporate: | ||||||||||
| Operating loss | $ | (9,597) | $ | (10,016) | $ | (10,636) | $ | (19,613) | $ | (19,918) |
| Other income, net | 381 | — | 515 | 381 | 515 | |||||
| Depreciation and amortization expense | 107 | 116 | 149 | 223 | 302 | |||||
| Gains on extinguishment of 4.75% convertible senior notes | (381) | — | (515) | (381) | (515) | |||||
| Adjusted Segment EBITDA | $ | (9,490) | $ | (9,900) | $ | (10,487) | $ | (19,390) | $ | (19,616) |
________________
(B)The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of goodwill and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of Convertible Notes. Adjusted Segment EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted Segment EBITDA as supplemental disclosure because its management believes that Adjusted Segment EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted Segment EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted Segment EBITDA to operating income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED NET INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (C) AND
ADJUSTED NET INCOME (LOSS) PER SHARE, EXCLUDING CHARGES AND CREDITS (D)
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | June 30,<br>2025 | June 30,<br>2024 | ||||||
| Net income (loss) | $ | 2,811 | $ | 3,158 | $ | 1,301 | $ | 5,969 | $ | (12,073) |
| Impairment of goodwill | — | — | — | — | 10,000 | |||||
| Impairments of intangible assets | — | — | — | — | — | |||||
| Impairments of operating lease assets | 1,358 | — | — | 1,358 | — | |||||
| Facility consolidation/closure and other charges | 2,301 | 930 | 4,426 | 3,231 | 6,935 | |||||
| Gains on extinguishment of 4.75% convertible senior notes | (381) | — | (515) | (381) | (515) | |||||
| Total adjustments, before taxes | 3,278 | 930 | 3,911 | 4,208 | 16,420 | |||||
| Tax benefit | (688) | (196) | (821) | (884) | (1,829) | |||||
| Total adjustments, net of taxes | 2,590 | 734 | 3,090 | 3,324 | 14,591 | |||||
| Adjusted net income, excluding charges and credits | $ | 5,401 | $ | 3,892 | $ | 4,391 | $ | 9,293 | $ | 2,518 |
| Weighted average number of diluted common shares outstanding | 59,154 | 60,167 | 62,704 | 59,661 | 62,708 | |||||
| Adjusted diluted net income per share, excluding charges and credits | $ | 0.09 | $ | 0.06 | $ | 0.07 | $ | 0.16 | $ | 0.04 |
________________
(C)Adjusted net income, excluding charges and credits consists of net income (loss) plus impairments of goodwill and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of Convertible Notes. Adjusted net income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) as prepared in accordance with GAAP. The Company has included adjusted net income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
(D)Adjusted net income per share, excluding charges and credits is calculated as adjusted net income, excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income per share, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) per share as prepared in accordance with GAAP. The Company has included adjusted net income per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income per share, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
FREE CASH FLOW (E)
(In Thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31,<br>2025 | June 30,<br>2024 | June 30,<br>2025 | June 30,<br>2024 | ||||||
| Net cash flows provided by (used in) operating activities | $ | 14,995 | $ | 9,295 | $ | 10,242 | $ | 24,290 | $ | (1,118) |
| Less: Capital expenditures | (10,322) | (9,158) | (5,789) | (19,480) | (15,881) | |||||
| Plus: Proceeds from disposition of property and equipment | 2,532 | 1,685 | 177 | 4,217 | 2,472 | |||||
| Proceeds from disposition of assets held for sale | 909 | 7,500 | 10,279 | 8,409 | 10,279 | |||||
| Free cash flow | $ | 8,114 | $ | 9,322 | $ | 14,909 | $ | 17,436 | $ | (4,248) |
________________
(E)The term free cash flow consists of net cash flows provided by operating activities less capital expenditures plus proceeds from the disposition of property and equipment and assets held for sale. Free cash flow is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for cash flow measures prepared in accordance with GAAP. The table above sets forth reconciliations of free cash flow to net cash flows provided by operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.
Company Contact:
Lloyd A. Hajdik
Oil States International, Inc.
Executive Vice President, Chief Financial Officer and Treasurer
(713) 652-0582
SOURCE: Oil States International, Inc.